1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.62 to $65.86, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.

2. This option was granted on October 13, 2009, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option was exercisable prior to October 13, 2011. Thereafter, the option became or will become vested in cumulative installments of not more than 40% of the number of shares subject to the option on October 13, 2011, 70% on October 13, 2012, and 100% on October 13, 2013.

3. This option was granted on October 12, 2010, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option was exercisable prior to October 12, 2012. Thereafter, the option became or will become vested in cumulative installments of not more than 40% of the number of shares subject to the option on October 12, 2012, 70% on October 12, 2013, and 100% on October 12, 2014.

Remarks:

/s/ Beth R. MacDonald, by Power of Attorney

10/16/2012

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).